THIS AGREEMENT Between you (Entity or Person a/k/a ”LICENSEE” or “you”) and PMA TECHNOLOGIES, LLC (“Licensor”) is effective upon your receipt and completion of registration of the NetRisk® software (“SOFTWARE”) with Licensor
1. LICENSE. In consideration of payment by LICENSEE, including the first-year Service Fee, LICENSOR grants LICENSEE a license to the SOFTWARE on a named or concurrent user basis, and LICENSEE agrees to use the SOFTWARE in accordance with the terms of this Agreement
2. USE. LICENSOR grants LICENSEE a perpetual, non-exclusive, non-transferable right to use the SOFTWARE, in executable code form, on LICENSEE’s computer. The SOFTWARE shall be used solely to serve internal business purposes of LICENSEE. This license shall be to use executable code only and shall exclude source code
3. CONCURRENCY. IF LICENSEE has opted for a concurrent license, the number of individuals concurrently using the SOFTWARE shall not exceed the number of concurrent seats licensed.
4. INTELLECTUAL PROPERTY. The SOFTWARE (and its content, in its entirety), is owned by LICENSOR, if any, and is protected by United States copyright and patent laws. The SOFTWARE is licensed, and not sold. LICENSEE acknowledges and agrees that the entire right, title, and interest in and to the SOFTWARE and accompanying Documentation, including associated intellectual property rights, shall remain with LICENSOR. In the event LICENSEE makes suggestions to LICENSOR, including but not limited to features, functionality, performance, or improvements of the SOFTWARE, whether or not adopted by LICENSOR, such is presumed to be the sole property of PMA, and LICENSEE assigns ownership of such suggestions, as the sole and exclusive property of LICENSOR, to LICENSOR. LICENSEE further agrees to provide any and all necessary cooperation in executing and/or enforcing such ownership and pursuing, at the sole discretion of LICENSOR, patent, trademark and/or copyright protection of such suggestions. LICENSOR retains all rights not expressly granted. U.S. Patents 8249906, 8400467, 8531459, 8751280. Patents Pending.
5. ASSIGNMENT. This Agreement and the rights and obligations hereunder are personal to Licensee and shall not be assigned, delegated, sub-licensed, or transferred by LICENSEE at all, and any attempt to assign, and delegate, sub-license or transfer this Agreement without the prior permission of LICENSOR, may, at the sole discretion of LICENSOR, void this Agreement. Without LICENSEE’s consent, LICENSOR may assign this Agreement to any third party.
6. OTHER RESTRICTIONS. LICENSEE is not permitted to use the SOFTWARE or any related Application Programming Interface or any related documentation to develop any software product that is or may be similar with NetRisk software including but not limited to scheduling and risk analysis software or software that uses graphical display of activity in time scale format. LICENSEE shall not rent, lease, reverse-engineer, decompile, disassemble or create a derivative work from the SOFTWARE. LICENSEE agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice or mark appearing on any of the SOFTWARE or output generated by the SOFTWARE. LICENSEE is not permitted to use a non-concurrent license on a terminal server or Citrix environment. LICENSEE is not permitted in any 12-month period to migrate the license to another computer more than the limit as published by LICENSOR
7. WARRANTY. If within 90 calendar days from the date of receipt of the SOFTWARE, provided LICENSOR receives written notice of a defect in the SOFTWARE from LICENSEE, LICENSOR will provide to LICENSEE any new, corrected, or enhanced version of the SOFTWARE, as available, to correct the reported defect.
LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR OPERATE UNINTERRUPTED OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
No Agent of Licensor is authorized to make any other warranties or to modify this limited warranty. If the law does not allow disclaimers of implied warranties, then any implied warranty is limited to 30 calendar days after delivery of the SOFTWARE to Licensee, which Licensee hereby acknowledges as reasonable.
8. LIMITATION OF LIABILITY. In no event shall LICENSOR or its suppliers or distributors be liable to you or any third party for indirect, special, incidental, economic, consequential, or punitive damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, liabilities to third parties arising from any source, or other pecuniary loss), regardless of the nature of the claim, arising out of or resulting from this Agreement or the use or inability to use the SOFTWARE, even if LICENSOR has been advised of the possibility of such damages. In no event shall the total liability of LICENSOR or its suppliers or distributors exceed the amount paid by LICENSEE for the LICENSE. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.
9. AUDIT. LICENSOR may, at any time, either request a signed certification by you verifying that the SOFTWARE is being used in accordance with the terms and conditions of this Agreement and/or audit your use of the SOFTWARE to ensure compliance with its terms and conditions. Your use of third-party software, if any, supplied by LICENSOR for use with the SOFTWARE is subject to this provision. The results of such audit(s) may be reported to the respective third-party supplier
10. REVOCABILITY. If LICENSEE is found in violation of THIS AGREEMENT, LICENSOR reserves the right to revoke the license. To verify compliance, the license may communicate with the license server on a periodic basis as published by LICENSOR
11, FIRST-YEAR SOFTWARE MAINTENANCE. With the required first-year Service Fee payment, LICENSOR shall provide to Licensee, during that first year, any new, corrected, or enhanced version of the SOFTWARE as created by LICENSOR. Such enhancements shall include all modifications to the SOFTWARE that increase speed, efficiency, or ease of use of the SOFTWARE, or add additional capabilities or functionality to SOFTWARE, but shall not include any substantially new or rewritten version of the SOFTWARE
12. ADDITIONAL SOFTWARE MAINTENANCE. After the first-year Service Fee period, optional, additional Software Maintenance support shall be at LICENSOR’s list price for maintenance and support for SOFTWARE as published. To safeguard against unintentional lapse, the Software Maintenance will automatically be renewed and billed to Licensee annually, unless expressly requested otherwise by Licensee. If you fail to take optional maintenance and later elect to do so, LICENSOR reserves the right to charge LICENSEE Software Maintenance for the period of the lapse in maintenance.
13, APPLICABLE LAW. This Agreement shall be governed by Michigan law without regard to conflict of law principles, except as to copyright and trademark matters that are controlled by federal laws. In the event of litigation, trial shall be held in the appropriate state court in the County of Washtenaw, Michigan, unless original jurisdiction can be had in the United States, District Court, Eastern District, Southern Division. In the event any provision of this Agreement is held invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
BY CLICKING THE “ACCEPT” BUTTON OR BY USING THE SOFTWARE AFTER VIEWING THIS AGREEMENT (WHICHEVER IS EARLIER) YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE AND, IF APPLICABLE, REMOVE ALL FILES RELATED TO THE SOFTWARE FROM YOUR STORAGE MEDIA. THE SOFTWARE (INCLUDING THE DOCUMENTATION) IS LICENSED, AND MAY NOT BE SOLD, TRANSFERRED, OR FURTHER DISTRIBUTED EXCEPT AS EXPRESSLY AUTHORIZED BY PMA TECHNOLOGIES, LLC.